Bicycle Therapeutics plc filed SEC Form 8-K: Results of Operations and Financial Condition, Leadership Update, Financial Statements and Exhibits
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| Item 2.02. | Results of Operations and Financial Condition |
On August 8, 2025, Bicycle Therapeutics plc (the “Company”) issued a press release announcing financial results for the fiscal quarter ended June 30, 2025 and other business highlights. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in Item 2.02 in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 6, 2025, the Company’s Board of Directors (the “Board”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Charles Swanton, M.D., Ph.D., FRS, FMedSci, FRCP, to the Board and the Scientific Committee of the Board, effective as of August 12, 2025, New York City time. The Board has determined that Dr. Swanton is not an “independent” director pursuant to the rules of the Nasdaq Stock Market LLC and other governing laws and applicable regulations due to his service to the Company as Chair of the Clinical Advisory Board. Dr. Swanton will serve as a Class II director until the Company’s 2027 annual general meeting, and until his successor has been duly elected and qualified or until his earlier death, resignation or removal.
There are no arrangements or understandings between Dr. Swanton and any other person pursuant to which Dr. Swanton was appointed as a director. Dr. Swanton does not have any family relationships with any of the Company’s directors or executive officers, and he does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
As a non-employee director of the Company, Dr. Swanton will participate in the Company’s Non-Employee Director Compensation Policy, as amended (the “Policy). Pursuant to the Policy, Dr. Swanton will receive (i) annual cash compensation of $50,000 for his service as a director and (ii) annual cash compensation of $10,000 for his service as a member of the Scientific Committee. Pursuant to the Policy, Dr. Swanton will also receive a share option to purchase 25,000 ordinary shares of the Company (the “Option”) and a restricted share unit of 12,500 ordinary shares of the Company (the “RSU”). The Option and RSU will vest in three equal annual installments on the first, second and third anniversaries of the date of grant, subject to Dr. Swanton’s continued service to the Company through each applicable vesting date.
In connection with his appointment to the Board, Dr. Swanton will also enter into the Company’s standard form of deed of indemnity, a copy of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2019.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release issued August 8, 2025 | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 8, 2025 | BICYCLE THERAPEUTICS PLC | |
| By: | /s/ Alethia Young | |
| Name: Alethia Young | ||
| Title: Chief Financial Officer | ||